Official Responses to Questions from Potential Respondents and Addendum No.

RFP 908-26-1778WS Page 1 of 37

TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

Request for Proposals (RFP)

908-26-1778WS

Texas Strategic Bitcoin Reserve and

Addendum No. 2

June 22, 2026

1. QUESTION: Mechanics of the IBIT ETF Liquidations The RFP notes that the initial $10,000,000 appropriation has been fully deployed into the iShares Bitcoin Trust ETF (IBIT).

Will the Trust Company handle the redemption/liquidation of these ETF shares into cash via its own traditional broker-dealer and wire USD to the Successful Respondent to execute spot Bitcoin purchases, or does the Trust Company expect the Successful Respondent to facilitate the intake, management, or liquidation of the IBIT ETF shares directly?

Reference: Part I, Section 1.2 (Background), Page 4

CPA RESPONSE: RFP Section 2.2.3 is hereby deleted in its entirety and replaced with the following:

3. Accomplish successful implementation, including any assistance needed with the transition of assets and accounts of the Reserve (currently held in the IBIT iShares Bitcoin ETF) to direct Bitcoin holdings. Trust Company plans to handle the redemption/liquidation of the ETF shares to cash. Successful Respondent must work with Trust Company to develop a plan to acquire Bitcoin using cash in a manner that to the extent possible mitigates risk and reduces costs. There is a possibility that Trust Company could redeem the ETF shares in-kind for Bitcoin. Under that scenario, Successful Respondent will work with Trust Company to ensure secure transfer of the digital assets to the appropriate account.

2. QUESTION: Fee Payment via Asset Liquidation (No-Appropriations Clause) The RFP states that no state appropriations exist for maintaining the Reserve, and that the Trust Company will sell Bitcoin from the Reserve to cover administrative costs. Given that Part VII dictates standard invoicing under the Texas Prompt Payment Act, what is the exact operational workflow for fee settlement? Will the Trust Company issue USD warrants derived from state-executed sales, or will the Successful Respondent be authorized to programmatically liquidate a precise fraction of the Reserve’s Bitcoin at an agreed-upon interval to satisfy flat-fee invoices?

Reference: Part I, Section 1.2 (Background), Page 4 & Part VII (Payments), Page 28

CPA RESPONSE:

1. RFP Section 4.2.J is hereby amended to add the following:

Trust Company is open to exploring possible options for the payment of fees with Successful Respondent, including payment with cash from related sub-account, payment by warrant, or payment in-kind. Regardless of the manner of payment, invoices will be required as provided in RFP Sample Contract Section VII. Respondents must include their suggested manner of payments, such as payment with cash from related sub-account(s), payment by warrant, or in-kind payment.

2. See Response to Question 2(1).

3. QUESTION: Website Content Liability and Regulatory Risk The Scope of Work requires the Successful Respondent to design, host, and maintain a public website that includes commentary on the "current financial/monetary system in the U.S.," the Federal Reserve, and money creation. As a highly regulated financial institution, providing macro-economic commentary or materials that could be construed as financial

RFP 908-26-1778WS Page 2 of 37 advice presents strict compliance risks. Will the Trust Company provide the exact text/media for these sections, and will the state indemnify the custodian against any third-party claims or regulatory scrutiny arising from the public educational content hosted on this site?

• **Assuming wave will handle the educational portion but still want to ensure we aren’t providing guidance as a regulated institution**

Reference: Part II, Section 2.2.10 (Website Development, Transparency, and Education), Page 7

CPA RESPONSE:

1. RFP Section 2.2.10(5) is hereby added, as follows:

5. Avoidance of Financial Advice

• Comptroller and Trust Company understand Successful Respondent will be required to avoid providing financial advice with respect to digital assets or otherwise.

• Successful Respondent will create all website information based in fact, without including any investment opinions, recommendations, or advice.

• Comptroller and Trust Company will not require implementation of any part of this Section 2.2.10 to the extent U.S. or state laws and regulations would prohibit such implementation.

2. The last sentence of RFP Section 4.2.A (Transmittal Letter) is hereby deleted and replaced in its entirety with the following:

To the extent U.S. or state laws and regulations would prohibit the successful implementation of Section 2.2.10, Respondents must request an exception to that Section by citing the specific statutory or regulatory provision that would prohibit providing a fact-based website with discussion of the U.S. monetary system and macroeconomic history and request a contract exception in their transmittal letter. Requested exceptions to the website requirements may result in disqualification of a Proposal or impact scoring negatively. Failure to accept all RFP terms and conditions may result in disqualification of the Proposal or may negatively impact scoring of the Proposal.

3. See RFP Section 3.12 (Term of Contract; Sample Contract); RFP Section 4.2.A (Transmittal Letter); and RFP Exhibit B, Item 32.

4. QUESTION: Definition and Bounds of "Other Qualifying Cryptocurrency" The RFP references the custody and exchange of "Bitcoin and other qualifying cryptocurrency." Could the Trust Company clarify what specific alternative digital assets have been approved under Senate Bill 21? Furthermore, if additional assets are introduced, will the custodian have the right of first refusal to custody them based on its internal asset-support and risk-management guidelines?

• Any other cryptocurrency that has maintained an average market capitalization of at least $500 billion over a trailing historical window (tracked over a 12-to-24-month period depending on the final engrossed text).

Reference: Part I, Section 1.2 (Background), Page 4 & Part II, Section 2.1.1 (Definitions), Page 5

CPA RESPONSE: RFP Section 1.2 (Background) is hereby amended to add the following:

Section 403.704 of the Texas Government Code provides: “Bitcoin or other cryptocurrency purchased using money in the reserve must have an average market capitalization of least $500 billion over the most recent 24-month period.” Today, the only cryptocurrency that meets this requirement is Bitcoin. Should other cryptocurrencies qualify under this provision in the future, the Trust Company and Comptroller will determine whether or not such assets should be added to the Reserve.

If additional assets are appropriated to the Reserve, the Trust Company and Comptroller will adhere to the specific statutory provisions of any such future appropriation. At this time, the Trust Company and Comptroller intend to utilize the Primary Custodian if additional assets are added to the Reserve.

5. QUESTION: Scope of "Continental United States" Data Restrictions on Blockchain Nodes

RFP 908-26-1778WS Page 3 of 37

This section states that all "CPA Data" must remain within the continental United States. While PII, account balances, and system logs can easily be restricted to US-based servers, blockchain node infrastructure inherently communicates with a global peer-to-peer network to broadcast transactions and synchronize state. Please clarify that the global routing of public blockchain transaction data and network validation does not violate the "Location of CPA Data" provision.

Reference: Exhibit A, Section 15.42.f (Location of CPA Data), Page 42

CPA RESPONSE: RFP Sample Contract Section 15.42(f) (Location of CPA Data) is hereby amended to add the following:

Public blockchain traffic that contains only non-sensitive, publicly visible transaction data should not be considered CPA Data. This activity does not conflict with the Location of CPA Data requirement because Comptroller agrees blockchain networks rely on global routing and validation in order to function. Other CPA Data, including PII, account details, and system or transaction logs, must remain within the continental United States at all times.

6. QUESTION: Multi-Signature and MPC Key Governance Share Distribution The Trust Company requires multi-signature or Multi-Party Computation (MPC) architecture (e.g., 3-of-5 or 5-of-7 configurations). Does the Trust Company intend to hold a portion of these key shards/signing keys natively within state infrastructure to act as a co-signer on transactions, or will all key shares be distributed internally across the Successful Respondent's geographically isolated vaults? If the state intends to hold keys, what hardware/software constraints must the custodian accommodate?

Reference: Part IV, Section 4.2.S.viii (Key Management Compliance Requirements), Page 22

CPA RESPONSE: RFP Section 4.2.S(vii and viii) are not intended to lock the Comptroller or Trust Company into a particular method of securing the state’s digital assets. These sections are intended to ensure that the Successful Respondent can demonstrate a secure method or methods for custody of the digital assets in the Reserve. The Trust Company will likely rely on Successful Respondent to securely manage and store all the keys or shares related thereto in a prudent manner that adheres to industry’s best practices. However, the Trust Company may consider utilizing secure technology that requires multi-signature or multi-party computation architecture and will determine the most appropriate way to securely hold the keys within state infrastructure or otherwise after reviewing the related options and requirements.

7. QUESTION: Scalability and Structure of Flat-Fee Tiers The RFP mandates a flat-fee pricing model rather than an Assets Under Management (AUM) percentage model, but requests "flat-fee tiers for additional AUC amounts." To allow Respondents to price risk accurately, what are the expected funding intervals or maximum asset thresholds envisioned by the state over the Initial Term? (e.g., Tier 1: $0–$50M AUC; Tier 2:

$50M–$250M AUC).

Reference: Exhibit G (Cost Worksheet - Price Sheet 1), Page 70–71

CPA RESPONSE: RFP Exhibit G is hereby amended to add the following as its fourth paragraph:

The flat-fee tiers noted below Price Sheet 1 should be as follows:

Tier 1: $0 to $1,000;

Tier 2: $1,001 to $49,999,999;

Tier 3: $50,000,000 to $249,999,999;

Tier 4: $250,000,000 to $499,999,999;

Tier 5: $500,000,000 and higher

8. QUESTION: Uncompensated Legislative Hearing Appearances To ensure the availability of designated institutional Key Personnel for legislative hearings and testimonies as outlined in Section 2.2.8, will the Trust Company establish a minimum advance notification window (e.g., five business days), except in instances of emergency legislative sessions?

Reference: Part II, Section 2.2.8.2 (Texas Legislative Support), Page 7 & Part IV, Section 4.2.J (Proposed Fee), Page 18

RFP 908-26-1778WS Page 4 of 37

CPA RESPONSE:

1. RFP Section 2.2.8, Item 2 is hereby amended to add the following:

Comptroller and Trust Company will generally provide reasonable advance notice when requesting attendance at strategic bitcoin reserve advisory committee meetings (at least two weeks’ notice) or legislative hearings (typically at least three to five business days’ notice), though certain circumstances may require shorter notice. In all cases, the Trust Company will provide as much notice as possible under the circumstances. The Texas Legislature typically convenes every odd year, beginning on the second Tuesday in January and lasting for 140 calendar days. The Texas Governor can call special sessions and set their legislative agenda for a period of 30 days each. Additionally, interim committee hearings may be called by the Legislature. The Trust Company may request attendance by Key Personnel or request assistance in preparation for testimony or presentations pertaining to any such hearings or meetings.

While the Trust Company cannot commit in advance to a precise number of meetings or hearings, staff do not expect more than four (4) appearances before the legislature during a Legislative Session or two (2) appearances during an interim period.

2. RFP Section 2.2.7, Item 5 is hereby amended to add the following:

Trust Company staff do not expect to request attendance at more than two (2) strategic bitcoin reserve advisory committee meetings per year.

9. QUESTION: Indemnification and Custodial Liability Given the absolute indemnification requirements in Exhibit A, Section XI, will the Trust Company confirm that the Successful Respondent's liability under this section is limited to direct damages (i.e., the secure recovery or physical replacement of the digital assets) and explicitly excludes indirect, incidental, or consequential damages, such as losses incurred due to market volatility during an operational delay?

Reference: Exhibit A, Section XI (Indemnification), Page 32

CPA RESPONSE: See RFP, Sample Contract, Section XI (Indemnification), Section X (Insurance), and Section 15.15 (Limitation on Authority).

10. QUESTION: Secondary Service Provider Activation Triggers The Trust Company intends to select a Secondary Service Provider to maintain a "zero balance or minimal holding account" for redundancy. What exact criteria, thresholds, or "Event of Default" conditions will trigger the activation of the Secondary Service Provider and the subsequent re-allocation of Reserve assets away from the Primary Custodian?

Reference: Part II, Section 2.1.5 (Definitions), Page 5 & Section 2.3, Page 8

CPA RESPONSE:

1. See RFP Sample Contract Section VIII (Term and Termination), parts (vi to ix) and (xi) and RFP Sample Contract Attachment B (Standards of Performance).

2. RFP Section 2.0 is hereby amended by adding the following:

The Trust Company will require the State of Texas to retain sole discretion to transfer custodial assets to another provider, including to a Secondary Service Provider, as defined in RFP Section 2.1.5 and described in RFP Section

2.3. Trust Company, depending on the quality of Proposals, desires to establish custodial accounts immediately with a Secondary Service Provider for redundancy and contingencies. The Contract will provide the State of Texas the ability, in its sole discretion, to initiate such a transfer promptly and without restriction to ensure continuous protection and control of state-owned digital assets. The Trust Company expects the Primary Service Provider to cooperate with the Trust Company and the Secondary Service Provider to transfer state-owned digital assets, RFP 908-26-1778WS Page 5 of 37 without a gap in custody, as necessary. Any fees due to either Primary or Secondary providers will be determined by the established pricing agreed to in Exhibit G. No minimum future fee income is guaranteed.

3. RFP Sample Contract Attachment B is hereby amended to add the following:

2. All requirements of RFP Section 2.0 are considered Standards of Performance unless changes are reflected in this Attachment B.

11. QUESTION: Ad Hoc Services vs. Flat Fee Section 2.2.9 states that "information technology troubleshooting and assistance" is included in the baseline flat fee at no additional cost. However, Section 2.4 and Price Sheet 3 allow for hourly billing for "Ad Hoc Services" related to additional mandates of the Act. To ensure accurate pricing, will the Trust Company clarify the boundary between these sections?

Specifically, will the Trust Company confirm that complex, non-standard technical engineering tasks—such as supporting independent State Auditor’s Office (SAO) forensic audits, developing custom API data pipelines for state accounting systems, or managing protocol forks and airdrops—will be treated as billable "Ad Hoc Services" under Price Sheet 3 rather than uncompensated "General Support"?

Reference: Part II, Sections 2.2.9 (Page 6) & 2.4 (Page 8); Part IV, Section 4.2.J.7 (Page 18); Exhibit G, Price Sheet 3 (Page 71)

CPA RESPONSE: See RFP Section 2.2.9. Respondents should note in their Proposals ad hoc custom reporting customarily provided to institutional clients.

RFP Section 2.4 (Ad Hoc Services) is hereby updated to include the following:

Such ad hoc services shall be those that exceed the complexity, specialized engineering (or other) skill sets required, or number of hours necessary to complete the task for reasonably requested and customarily provided ad hoc custom reporting described in RFP Section 2.2.9. Complex or highly technical efforts (e.g., support for State Auditor Office forensic audits, custom API development, or protocol-level events) may be classified as Ad Hoc Services when appropriate. Trust Company, in its sole discretion, will reasonably determine if Services fall into RFP Section 2.2.9 or Section 2.4.

12. QUESTION: Essential Qualifications Essential Qualification #1 requires the Respondent to hold a State of Texas Money Transmitter License. However, state or federally chartered trust companies operating as Qualified Custodians are typically exempt from money transmitter licensing under Texas finance statutes. Will the Trust Company clarify that holding a valid state or federal Trust Charter satisfies Essential Qualification #1 in lieu of a Texas Money Transmitter License?

Reference: Part IV, Section 4.2.F.2 (Essential Qualifications vs. Preferred Qualifications), Page 15

CPA RESPONSE: RFP Section 4.2.F.2 is hereby amended to add the following:

Respondents exempt from holding a State of Texas Money Transmitter License may satisfy Essential Qualification #1. Applicable Respondents should cite the relevant statutory, regulatory, or other legal basis exempting them from holding a State of Texas Money Transmitter License and provide documentation of their status such as a trust company charter, etc. A valid state or federal trust company charter, held by an entity functioning as a custodian, may satisfy Essential Qualification #1 in lieu of a Texas Money Transmitter License, provided the entity can document its exemption under Texas Finance Code §152.004 or relevant federal law in its Response. The Proposal must include submission of charter documentation and any regulatory determinations or certifications demonstrating the exemption to fulfill the requirement of Essential Qualification #1.

13. QUESTION: Essential Qualifications

RFP 908-26-1778WS Page 6 of 37

For the essential requirements: Is this strictly that the offeror's proposal (including the subcontractors) must meet these qualifications or does the prime contractor need to meet these requirements themselves?

CPA RESPONSE: The Respondent must meet the Essential Requirements itself. See also Response to Questions #12, #14, and 15.

14. QUESTION: SOC 2 Audit Reports Do all members of a TA / Subcontractors need to have the SOC 2 certification prior to submission? Would a subcontractor that is undergoing their SOC 2 examination at time of submission but would have their certification by time of performance be acceptable?

Reference: Qualifications: Can provide SOC 2 Type II Audit Reports.

CPA RESPONSE: RFP Section 4.2.F.2, Essential Qualifications, Item 4 is hereby deleted in its entirety and replaced with the following:

4. Can provide Soc 2 Type II Audit Reports. Respondents and proposed subcontractors involved in the custody or acquisition of cryptocurrency do not need to have a completed SOC 2 Type II Audit Report or third-party attestation at the time of Proposal submission. A Respondent or subcontractor that is actively undergoing its SOC 2 examination at the time of Proposal submission will be acceptable, provided it can demonstrate that the Audit Report or third-party attestation will be completed by the Contract Effective Date and provided proof of the completed Audit Report or third-party attestation is provided no later than the Contract Effective Date.

See also Exhibit A (Sample Contract) Section 15.42.

15. QUESTION: Texas Office and Principal Would it be acceptable if a subcontractor that is a member of a consortium that satisfies this requirement for office located in Texas, while the prime does not? Would it require the liquidity provider specifically, or would a team member be able to satisfy that requirement?

Reference: Regarding Section 2.1(3)(d), Qualified Liquidity Provider “maintains an office and has a registered principal in the State of Texas”

CPA RESPONSE: The Trust Company will consider a consortium approach on a case-by-case basis, provided sufficient documentation is submitted to clearly demonstrate the structure, responsibilities, and qualifications of all related parties.

The Qualified Liquidity Provider designation is a preferred qualification rather than a mandatory requirement, and a consortium member may satisfy this preferred criterion if properly documented in the Proposal. See RFP Section 4.2.F(2).

16. QUESTION: Advisory Services Would this need to be subcontracted through the awardee or would there be a separate solicitation with it's own bidding process?

Reference: "If, during the term of the Contract, the Trust Company desires to expand the services to include investment advisory services or is obligated to undertake additional Legislative mandates relating to the Reserve.."

CPA RESPONSE: RFP Section 2.0 (General) is hereby amended to add the following:

Should the Trust Company require investment advisory services pertaining to the digital assets in the Reserve or related services mandated by the Legislature, it would prefer to work efficiently with the Successful Respondent or, where feasible, its partners or subcontractors to fulfill those needs, as ancillary services to the Contract. If the Successful Respondent does not provide the additional services directly or through qualified subcontractors, the Trust Company may seek alternative provider or providers, either through a direct fiduciary contract with a third party or using a solicitation method allowed under Texas law. Any decisions regarding future investment advisory services are subject to the Trust Company’s sole discretion and the needs of the Reserve.

RFP 908-26-1778WS Page 7 of 37

17. QUESTION: TX-RAMP

What services need to be TX-RAMP, only the CPA Data that is being transmitted or the entire custody solution?

Reference: Upon Contract award, Contractor shall maintain compliance with the immediately preceding TX-RAMP program requirements and certification throughout the term of the contract.

CPA RESPONSE: TxRAMP Level 2 certification is required as the Bitcoin Reserve is categorized a moderate or high impact agency information resource providing the service is delivered as a cloud computing service. Under Government Code Section 2157.007, a Cloud Computing Service follows the NIST SP 800-145 definition and includes the five essential characteristics outlined in the current DIR TxRAMP Program Manual. This certification encompasses both data and the entire custody solution. See RFP Sample Contract Section 15.42(t).

18. QUESTION: TXRAMP / FedRAMP Certification Background: Section 4.2.F lists as an Essential Qualification that a Respondent "Holds or has applied for either TXRAMP or FedRAMP Certification." Sample Contract Section 15.42(t) further specifies that the successful Contractor shall obtain TXRAMP Level 2 Certification governing systems that will administer "Agency sensitive, confidential, and/or regulated data" and maintain that certification throughout the contract term.

The Texas Department of Information Resources DIR TXRAMP program provides multiple pathways to Level 2 certification, including: 1 a direct TXRAMP assessment path; 2 a FedRAMP equivalency fast track; and 3 a TXRAMP Provisional Status, which is effective for 18 months from the date granted by DIR and permits agencies to contract for cloud computing services actively in the process of achieving full certification. DIR also provides a Fast Track Assessment process for vendors who hold recognized third-party audit certifications such as SOC 2 Type II.

Reference: Section 4.2.F, Essential Qualification No. 3; Sample Contract Section 15.42(t)

A. Will the Trust Company accept a Respondent that holds a current, unqualified SOC 2 Type II audit report and has initiated the TXRAMP assessment process through DIR's direct assessment or Fast Track pathway, but has not yet received a final TXRAMP Level 2 certification or formal FedRAMP authorization, as satisfying the "has applied for" language of Essential Qualification No. 3, provided the Respondent demonstrates it is actively pursuing TXRAMP Level 2 certification and can achieve TXRAMP Provisional Status prior to contract execution?

B. Given that DIR's TXRAMP program permits a state agency to sponsor a vendor's TXRAMP assessment to prioritize its review in DIR's queue, and given the compressed procurement timeline with a contract execution target of August 28, 2026, does the Trust Company intend to sponsor the Successful Respondent's TXRAMP Provisional Status application through DIR prior to or concurrent with contract execution, as a mechanism to ensure the contracted service can lawfully be deployed within the contemplated timeline?

C. If a Respondent achieves TXRAMP Provisional Status prior to contract execution but full TXRAMP Level 2 certification remains pending within the 18-month provisional window, will the Trust Company treat the achievement of full Level 2 certification as a contract milestone obligation with a defined cure period, rather than a condition precedent to contract execution or an event triggering termination for cause under Section 8.2(v) of the Sample Contract?

CPA RESPONSE:

A. Yes. Evidence of an active TX-RAMP Level 2 certification application, TX-RAMP certification in Provisional Status, or FedRAMP Moderate equivalent, is acceptable before contract execution. See RFP Exhibit A (Sample Contract) Section 15.42(t).

B. Sponsorship is no longer an option under the DIR Manual. See RFP Exhibit A (Sample Contract) Section 15.42(t). RFP Section 4.2.H(1) is hereby amended to add the following:

(h) explains its TX-RAMP or FedRamp certification status if it does not meet the requirements of RFP Exhibit A (Sample Contract) Section 15.42(t) at the time the Proposal is submitted, such as proof of an active Level 2 application or certification

RFP 908-26-1778WS Page 8 of 37 in provisional status and adds to its Work Plan expected dates of achieving the required TX-RAMP certification, which must be within the DIR’s provision period.

C. A cloud service will no longer be TX-RAMP certified if the 18-month provisional period expires without achieving full Level 2 certification. In this case Successful Respondent will be non-compliant unless the requirements in Section 13, Transitional Grace Period, of the DIR Program Manual are met. RFP Exhibit A (Sample Contract) Section 8.2 may apply.

See RFP Exhibit A (Sample Contract) Section 15.42(t).

19. QUESTION: STATE MONEY TRANSMITTER LICENSE AND FINCEN MSB REGISTRATION

Background: Section 4.2.F identifies as Essential Qualifications that a Respondent: (1) "Holds a State of Texas Money Transmitter License" and (2) "Holds a Financial Crimes Enforcement Network (FinCEN) Money Services Business Registration."

Under the National Bank Act (12 U.S.C. § 1 et seq.) and longstanding federal preemption doctrine as interpreted by the Office of the Comptroller of the Currency (OCC), federally chartered national banks are not subject to state money transmitter licensing requirements, as such requirements are preempted by federal law to the extent they purport to regulate the banking activities of a federally chartered institution. Similarly, under 31 C.F.R. § 1010.100(ff)(8)(ii), banks, including federally chartered national banks, are expressly excluded from the definition of "money services business" under the Bank Secrecy Act (BSA), and therefore federally chartered institutions are neither eligible for nor required to obtain FinCEN MSB registration. A federally chartered national bank conducting digital asset custody activities does so under its OCC-granted charter authority and is regulated, supervised, and examined directly by the OCC rather than FinCEN's MSB framework or state money transmitter licensing regimes. Additionally, national banks remain subject to the requirements of the BSA and are regularly examined for BSA compliance.

Reference: Section 4.2.F, Essential Qualifications Nos. 1 and 2 A. Does the Trust Company intend for Essential Qualification No. 1 (Texas Money Transmitter License) and Essential Qualification No. 2 (FinCEN MSB Registration) to apply to federally chartered national banks that are, by operation of federal preemption law, neither required to obtain nor legally eligible to hold a state money transmitter license, and that are expressly excluded from the FinCEN MSB registration requirement under 31 C.F.R. § 1010.100(ff)(8)(ii)?

B. If the Trust Company confirms that these Essential Qualifications were drafted with non-bank entities in mind, will the Trust Company issue an addendum clarifying that a federally chartered national bank, regulated directly by the OCC and subject to the full scope of federal banking law, including Bank Secrecy Act compliance and safety and soundness obligations administered through the OCC examination process, is deemed to satisfy the regulatory intent of Essential Qualifications Nos. 1 and 2 through its federal charter, without requiring a Texas MTL or FinCEN MSB registration that federal law does not permit or require?

C. In the alternative, if the Trust Company maintains that Essential Qualifications Nos. 1 and 2 apply without exception to all Respondent categories including federally chartered national banks, please identify the specific statutory authority under Texas law that the Trust Company believes supersedes or is not preempted by the National Bank Act with respect to the digital asset custody and liquidity activities contemplated by this RFP, so that Respondents may adequately assess their legal obligations and evaluate whether a legally permissible pathway to compliance exists. In the absence of such statutory identification, will the Trust Company issue an addendum clarifying that federal charter equivalency satisfies the regulatory intent of Essential Qualifications Nos. 1 and 2?

CPA RESPONSE: See response to Question 12.

20. QUESTION: Texas Office and Principal Presence Requirements Background: Section 2.1 of the RFP defines a "Qualified Liquidity Provider" as an entity that, among other criteria, "(d) Maintains an office and has a registered principal in the State of Texas." This definitional requirement is incorporated by reference into Section 4.2.F, which identifies being a Qualified Liquidity Provider, or maintaining a business relationship with one, as a Preferred Qualification. Section 4.2.F further identifies as a separate Preferred Qualification that the Respondent "has a substantial business presence in Texas above the Qualified Liquidity Provider requirements." Section 4.2.D requires Respondents to disclose the "Name and location of Texas offices, other major offices, and other facilities that relate to Respondent's performance under this RFP," which contemplates that relevant Texas-based personnel and facilities, not merely registered agent or administrative offices, are the meaningful measure of Texas presence for purposes of this solicitation.

Reference: Section 2.1, Definition No. 3(d); Section 4.2.F, Preferred Qualifications Nos. 2 and 3; Section 4.2.D

RFP 908-26-1778WS Page 9 of 37

A. For purposes of satisfying the Texas office requirement under Section 2.1(3)(d) as it applies to a Qualified Liquidity Provider, does the Trust Company's definition of "office" require a dedicated, leased commercial facility within Texas, or will it accept evidence of a substantial operational workforce residing and working within Texas including full-time remote employees domiciled in Texas who are materially engaged in the provision of the contracted services as satisfying the spirit and intent of the presence requirement?

B. For the separate Preferred Qualification of a "substantial business presence in Texas above the Qualified Liquidity Provider requirements" under Section 4.2.F, will the Trust Company provide additional specificity regarding the qualitative and quantitative criteria it will use to assess this factor during evaluation, including whether Texas-domiciled employees, Texas-registered subsidiaries or affiliates, or Texas-based client relationships count toward this assessment? Specifically, will the Trust Company confirm whether Texas presence is evaluated on a sliding scale, and if so, what minimum threshold of Texas presence — whether measured by number of employees, percentage of workforce, or AUM served in Texas — is required to earn any credit for this Preferred Qualification?

C. Given that Section 2.0 states that "the Trust Company intends for the Services to be provided primarily by remote means," and given that the Respondent Identifying Information requirements of Section 4.2.D ask for Texas offices and facilities that "relate to Respondent's performance under this RFP," does the Trust Company view Texas-based remote employees who are directly engaged in the performance of contracted services as satisfying the operational nexus contemplated by the Texas presence criteria, even in the absence of a dedicated brick-and-mortar Texas office?

CPA RESPONSE:

A. RFP Section 2.1(3)(d) is hereby amended to add the following:

The term “office” is not defined under the statutory description of Qualified Liquidity Provider in Texas Government Code Section 403.705. Therefore, the Trust Company will consider evidence of a substantial operational workforce residing and working remotely in Texas.

B. The Trust Company’s evaluators will consider any information provided by Respondents that they feel demonstrates a “substantial business presence in Texas above the Qualified Liquidity Provider Requirements,” including the examples provided in the question above. The intent is to recognize and reward Respondents with a demonstrated commitment to Texas and to ensure that State funds used to establish and maintain the Reserve can benefit the Texas economy in a broader context. A strict evaluation rubric has not been established as there are varying degrees and ways in which such a presence can be reflected. Respondents may consider including contingent contract provisions guaranteeing Texas presence to meet this Preferred Qualification including but not limited to corporate relocation/incorporation, office space leasing, hiring, staff transfers, etc. See RFP Sections 5.2 (Selection Criteria),

3.12 (Term of Contract; Sample Contract), and 4.2.A (Transmittal Letter).

C. See answers A and B above.

21. QUESTION: Legislative Staffing, In-Person Appearance Requirements, and Scope of Included Services Background: Section 2.2(8)of the RFP identifies "Texas Legislative Support" as a mandatory service obligation of the Successful Respondent, requiring the Respondent to: (1)draft the Biennial Report required under Tex. Gov't Code sec.

403.708 for Trust Company review by November 30th in applicable even-numbered years; (2)make qualified personnel available to appear in person at legislative hearings or similar governmental proceedings as reasonably requested by the Trust Company; and (3)make qualified personnel available to assist Trust Company or Comptroller staff in preparing for legislative testimony or responding to legislative inquiries as reasonably requested.

Section 2.2(8)(2)further specifies that any individual designated to appear at legislative hearings "shall be listed as a key person unless otherwise expressly approved by the Trust Company."

Section 4.2.J identifies all three sub-obligations of Section 2.2(8)as "Included Services" that must be delivered at no additional cost within the annual flat fee quoted on Price Sheet 1 of Exhibit G. Section 4.2.G requires that all key personnel identified in a Proposal possess at least three (3)years of experience performing work similar to the required Services.

Sample Contract Section 8.2(ix) identifies the Trust Company's determination that a Respondent "has failed or refused to

RFP 908-26-1778WS Page 10 of 37 perform, is negligent in performing, or is unable to perform" any contractual duty as an Event of Default triggering termination for cause, subject only to a 30-day written cure period.

Reference: Section 2.2(8); Section 4.2.J, Included Services No. 6; Section 4.2.G; Sample Contract Section 8.2(ix)

A. Scope and Frequency of In-Person Appearance Obligations:

The RFP does not state a maximum number of in-person legislative appearances that will be required of the Successful Respondent per fiscal year, nor does it establish a minimum advance notice period prior to which the Trust Company will request an appearance. Given that: (i) the Texas Legislature meets in regular biennial session and may be called into special session at any time at the Governor's discretion; (ii) legislative hearings on financial or digital asset matters may be concentrated within compressed legislative calendars; and (iii) all in-person appearance obligations are bundled into the annual flat custody fee with no separate cost recovery mechanism:

1. Will the Trust Company provide its reasonable estimate of the anticipated number of in-person legislative appearances that will be required of the Successful Respondent per contract year, both during regular legislative sessions and outside of session?

2. Will the Trust Company confirm whether 'in-person' legislative appearances required under Section 2.2(8)(2) include interim committee hearings, joint committee hearings, and agency briefings requested by individual legislators or legislative staff or whether the obligation is limited to formal public hearings of standing committees during regular or special session?

3. What is the minimum advance notice the Trust Company will commit to providing the Successful Respondent prior to requesting an in-person legislative appearance?

4. Will the Trust Company confirm whether there is a maximum annual cap on in-person appearance obligations included within the flat fee, and whether appearances exceeding any such cap would be compensable under Price Sheet 3 hourly rates?

B. Acceptability of Virtual Appearances:

Given that Section 2.0 of the RFP explicitly states that "the Trust Company intends for the Services to be provided primarily by remote means," and given that Texas legislative bodies and committees have, as a matter of established practice, accepted virtual testimony in appropriate circumstances:

1. Will the Trust Company clarify whether virtual appearances via video conference, such as Zoom or Microsoft Teams, are acceptable as satisfying the in-person appearance requirement under Section 2.2(8)(2)in circumstances where: (i) advance notice provided by the Trust Company is insufficient to permit reasonable travel arrangements; (ii) the relevant legislative committee or body accepts virtual testimony; or (iii) the appearance is for consultation or preparation purposes rather than formal public testimony?

2. If virtual appearances are acceptable in defined circumstances, will the Trust Company specify those circumstances in the Final Work Plan incorporated into the Contract, so that both parties have contractual clarity on the conditions under which virtual participation satisfies this obligation?

C. "Qualified Personnel" Standard for Legislative Key Person: Section 2.2(8)(2) requires that the designated legislative appearance individual be "qualified personnel" and be listed as a key person under Section 4.2.G. Section 4.2.G requires a minimum of three (3) years of experience performing "work similar to the required Services." Given that the RFP defines the required Services primarily in the context of digital asset custody and liquidity, rather than Texas state legislative affairs specifically:

1. Will the Trust Company clarify whether the three-year experience standard is measured against: (i) the primary subject matter of the contracted Services (digital asset custody and liquidity); (ii) Texas state legislative affairs specifically; (iii) federal regulatory and legislative affairs in the financial services or digital asset sectors; or (iv) a combination of the foregoing — and whether a Respondent may designate a team of qualified personnel collectively satisfying the standard, rather than a single named individual?

2. Will the Trust Company confirm that a senior policy or regulatory affairs professional possessing substantive expertise in digital asset regulation and federal financial services policy, but whose experience is concentrated in federal rather than Texas-specific legislative proceedings, may satisfy the "qualified personnel" standard for purposes of Section 2.2(8)(2), subject to the Trust Company's express approval authority under that same provision?

D. Key Person Designation and the Trust Company Approval Carve-Out:

Section 2.2(8)(2)includes the phrase "shall be listed as a key person unless otherwise expressly approved by the Trust Company," which appears to contemplate that the Trust Company has discretion to approve an alternative personnel arrangement for legislative appearances that does not require a named key person designation.

RFP 908-26-1778WS Page 11 of 37

1. Will the Trust Company describe the circumstances under which it would exercise this approval authority, and the process by which a Respondent may seek such approval, either at time of proposal submission or post-award?

2. If the Trust Company approves an alternative arrangement under this carve-out, will it confirm that such approval constitutes a waiver of the individual's key person designation for purposes of the personnel replacement restrictions under Section 4.2.G?

E. Biennial Report Drafting: Data Provision and Responsibility Allocation:

Section 2.2(8)(1)requires the Successful Respondent to draft the Biennial Report required under Tex. Gov't Code sec.

403.708 and deliver it to the Trust Company for review by November 30th in applicable even-numbered years. This drafting obligation necessarily requires the Respondent's personnel to have access to non-public Trust Company financial records, Reserve holdings data, transaction histories, and operational metrics:

1. Will the Trust Company commit to providing all necessary data, records, and reporting templates to the Successful Respondent on a defined schedule sufficiently in advance of November 30th to allow completion of a compliant draft report within the statutory deadline?

2. Will the Trust Company confirm that it assumes responsibility for the accuracy and completeness of underlying data it provides to the Successful Respondent for purposes of report preparation, and that the Successful Respondent's drafting obligation is limited to the organization, narrative synthesis, and presentation of data provided, rather than independent verification of that data?

3. Will the Trust Company provide a template or prior iteration of a comparable report to prospective Respondents, so that the scope of the drafting obligation can be accurately assessed and appropriately priced within the annual flat fee?

CPA RESPONSE:

A.

1. See response to Question 8.

2. See response to Question 8.

3. See response to Question 8.

4. See response to Question 8.

B.

1. RFP Section 2.0 (General), first paragraph, is amended to add the following:

Meeting attendance will depend on the circumstances and the requirements or directives of the Legislature.

2. RFP Section 2.0 (General), first paragraph, is amended to add the following:

Trust Company and Successful Respondent may incorporate into the Final Work Plan circumstances where virtual vs. in person appearances for Advisory Committee meetings, legislative hearings, or governmental proceedings are satisfactory. The expectation is for hearings or proceedings, with reasonable advance notice, and having specific agenda items related to the Reserve or the Services, that the Successful Respondent will send a qualified individual to appear in person to provide testimony or support.

C.

1. (a) RFP Section 4.2.F(1)(2) is hereby deleted in its entirety and replaced with the following:

2. The general nature of previous similar work performed by Respondent, particularly work in the last five (5) years pertaining to digital asset custody and liquidity services.

(b) RFP Section 4.2.F(1)(8) is hereby added, as follows:

8. Experience in Texas legislative affairs or financial regulations are not mandatory but would certainly be helpful. A team of individuals with a combination of experience in these fields is acceptable. Federal rather than Texas-specific legislative proceedings, may satisfy the "qualified personnel" standard for purposes of Section 2.2(8)(2).

2. See Response to Question 21(C)(1).

D.

1. RFP Exhibit A (Sample Contract) Section IV (Personnel; Subcontractors) is hereby amended to add the following after the first paragraph:

RFP 908-26-1778WS Page 12 of 37

As of the Effective Date, Trust Company has authorized the personnel listed in Attachment D to provide Services (“Key Personnel”). Contractor has the right in its reasonable discretion to substitute, replace, or add Key Personnel; provided that Contractor shall promptly notify Trust Company in writing of such proposed substitution, replacement, or addition of Key Personnel, including providing detail on proposed replacement or substitute Key Personnel's experience, qualifications and contact information. Contractor shall provide Trust Company written notice, which may be by electronic mail, of any proposed change in Key Personnel providing Services. In the event Contractor intends to add, replace, or substitute Key Personnel during the term of the Contract, Contractor shall provide Trust Company with résumés of the proposed individuals. All proposed additional, substitute, and replacement personnel must be of equal or superior experience or skill as the Key Personnel replaced. Trust Company reserves the right, in its sole discretion, to approve each of Contractor’s Key Personnel assigned to this Contract and to request substitution. Trust Company may approve substitutions, additions and deletions in writing, including by electronic mail. Trust Company will provide Contractor with written notice of approval or rejection of proposed personnel within three (3) business days following receipt of the résumé. No additions, substitutions or replacements of Key Personnel will be made without the prior written consent of Trust Company. Each of Contractor’s personnel is subject to removal from the Contract by Trust Company.

2. No. See Response to Question 21(D)(1).

E.

1. Yes.

2. Yes.

3. RFP Section 2.2.8(1) is hereby amended to add the following:

Trust Company will provide Successful Respondent various information and sample reports provided by the Comptroller to the Legislature for modeling purposes. The requirements are set forth in statute for this report.

22. QUESTION: System Training Platform and Software License Requirements Background: Section 2.2(7)of the RFP requires the Successful Respondent to provide, at no additional cost within the annual flat fee, the following two distinct but related obligations:

• Included Service No. 2:"System or platform training for designated Trust Company staff"

• Included Service No. 3:"System licenses or required proprietary software licenses for designated Trust Company staff" The RFP does not define what constitutes "system or platform training," does not specify the modality through which such training must be delivered — whether in-person, virtual, self-paced online, or instructor-led — nor does it establish a minimum curriculum, duration, or frequency of training obligations. Similarly, the RFP does not define the scope of "system licenses or required proprietary software licenses," including whether this obligation extends to third-party software components integrated into the custody or liquidity platform, or is limited to licenses for the Respondent's own proprietary systems.

Reference: Section 2.2(7)(2); Section 2.2(7)(3); Section 4.2.J, Included Services Nos. 2 and 3; Sample Contract Section 15.42

A. Definition and Modality of "System or Platform Training":

1. Does the Trust Company's expectation of "system or platform training" require the Successful Respondent to maintain and make available a dedicated, self-paced online learning management system (LMS)or equivalent online training portal accessible to designated Trust Company staff on demand, or will the Trust Company accept training delivered through instructor-led virtual sessions, recorded video walkthroughs, written user guides, or live webinar-format training scheduled at mutually agreed intervals?

2. If the Trust Company requires a self-paced online training platform, will it clarify whether this requires a standalone proprietary training system or whether a combination of documented training materials, recorded sessions, and scheduled live instruction delivered through commercially available platforms, such as Microsoft Teams, Zoom, or equivalent, would satisfy the Included Service No. 2 obligation?

3. Will the Trust Company specify the anticipated number of designated Trust Company staff who will require system training at contract commencement, and the anticipated frequency of training refreshes or onboarding sessions for new Trust

RFP 908-26-1778WS Page 13 of 37

Company personnel over the contract term, so that Respondents can accurately scope and price this obligation within the annual flat fee?

B. Triggers for Ongoing and Refreshed Training Obligations:

1. Will the Trust Company clarify whether the system or platform training obligation under Included Service No. 2 is: (i) a one-time implementation activity performed at contract commencement; (ii) a recurring obligation triggered by material system updates, new feature…